Filed by: ALLTEL Corporation
 Pursuant to Rule 425 under the Securities
Act of 1933
 Subject Company: CenturyTel, Inc.
 Commission File No: 1-7784 














Note: The following press release was issued by ALLTEL.


August 14, 2001                                 



ALLTEL makes proposal to merge with CenturyTel, Inc.
 Offers $43.00 per
share in cash or 0.6934 ALLTEL shares (subject to proration)
 Merger would create rural
communications powerhouse


     LITTLE
ROCK, Ark. - ALLTEL today announced that it has made a merger proposal to CenturyTel,
Inc. (NYSE:CTL) under which CenturyTel stockholders would receive a choice of either
$43.00 per share in cash or 0.6934 ALLTEL shares, subject to proration. The total value
of this offer is over $9 billion including assumed debt. The value of this offer
represents approximately a 40% premium over CenturyTel's closing stock price today, and a 46.8%
premium over CenturyTel's average share price over the past six months. ALLTEL's stock
has outperformed CenturyTel's stock, on a total return basis, over the last three and
five year periods by 65.7% and 30.2%, respectively.

     The
proposed merger would create a rural communications powerhouse with about 7.2 million
wireless customers and 58 million POPs, 4.4 million wireline customers, approximately $10
billion in revenue, $4 billion in operating cash flow, a solid investment grade credit
rating, and expanded scale and scope and associated revenue and expense improvement
opportunities. ALLTEL expects the transaction to be minimally dilutive to its cash
earnings in the first year and accretive thereafter based on reasonable synergies.

     ALLTEL
Chairman and Chief Executive Officer Joe T. Ford said, "This is a compelling transaction
for both companies. It would combine the highly complementary wireless and wireline
markets of the two companies to create substantially expanded scale and scope and new
opportunities for superior shareholder return."

     Under
ALLTEL's proposal, CenturyTel stockholders would receive a choice of either $43.00 per
share in cash or 0.6934 shares of ALLTEL common stock, subject to a proration of 50% cash
and 50% ALLTEL shares. This proposal was set forth in the following letter sent today by
Scott T. Ford, President and Chief Operating Officer, of ALLTEL to Glen F. Post, III,
Vice Chairman, President and Chief Executive Officer, of CenturyTel.  









August 14, 2001                                 



Mr. Glen F. Post, III
 Vice Chairman, President and Chief Executive
Officer
 CenturyTel, Inc.
 100 CenturyTel Drive
 Monroe, Louisiana 71203 


Dear Glen: 


     As
you know from our discussions over recent weeks and my ensuing letter, dated July 26,
2001, to you, we at ALLTEL believe that a combination of our two companies would create a
dynamic rural communications company with greatly expanded scale and scope and the
opportunity to enhance revenue growth, reduce costs, and improve operating efficiencies.
With combined revenue of approximately $10 billion and combined operating cash flow of $4
billion, the merged company would be a rural communications powerhouse with the financial
base and market position to both enhance growth and capitalize on future opportunities as
the telecom industry continues to consolidate. This financial base and market position
would deliver superior returns to our shareholders and benefits to our customers,
employees, suppliers, and other constituencies. 




     Unfortunately,
on Friday, August 10, 2001, you advised us, for the second time, that the CenturyTel
Board has rejected our offer to merge the two companies, citing, as the basis for that
rejection, that CenturyTel "is not for sale" and plans, instead, to pursue separating its
wireless and wireline businesses. 




     CenturyTel's
plan to separate these businesses, coupled with ALLTEL's continued hope that the
CenturyTel Board will reconsider ALLTEL's July 26 merger proposal, has prompted us to
deliver this letter resubmitting a written offer to merge CenturyTel and ALLTEL. In
resubmitting this offer, we continue in our strong belief that a merger of CenturyTel and
ALLTEL would, both in the near-term and long-term, provide a far superior return to
CenturyTel's stockholders than CenturyTel would otherwise achieve. ALLTEL's stock has
outperformed CenturyTel's stock, on a total return basis, over the last three and five
year periods by 65.7 and 30.2 percentage points, respectively. 




     Accordingly,
ALLTEL is resubmitting the proposal set forth in my July 26 letter to combine with
CenturyTel in a merger transaction in which CenturyTel's shareholders would have the
choice of receiving either $43.00 per share in cash or 0.6934 shares of ALLTEL common
stock, subject to a proration of 50% cash and 50% ALLTEL shares. Naturally, as you would
expect, this offer is conditioned on CenturyTel not disposing of or acquiring any
significant assets, including without limitation, any separation of CenturyTel's wireless
and wireline businesses referred to above. This offer represents a 40% premium over
CenturyTel's closing stock price today and a 46.8% premium over the average CenturyTel
closing stock price for the prior six months. 




     A
merger between our two companies would allow CenturyTel to avoid the significant risks
and potential tax inefficiencies of separating CenturyTel's wireless and wireline
businesses. Under these circumstances, we believe that your stockholders would agree with
this assessment and enthusiastically support the merger. We note that seven of
CenturyTel's top ten institutional shareholders are also holders of ALLTEL stock. 




     Given
the strength of ALLTEL's balance sheet, we are confident that the combined company would
have a strong investment grade credit rating, a view shared by our financial advisors,
Merrill Lynch & Co. and Stephens Inc., who are prepared to commit to arrange financing for
this transaction. 




     We
expect that a combination of our companies would have no significant contingencies other
than customary conditions that would be included in the definitive merger agreement. We
are ready to undertake a mutual due diligence review at your earliest convenience and to
meet with your team to negotiate a merger agreement at any time. 




     In
light of the significance of this offer to the CenturyTel and the ALLTEL stockholders, we
are publicly releasing the text of this letter. 




     We
are enthusiastic about the potential of this merger. Accordingly, we would appreciate the
CenturyTel Board's reconsideration of our offer. We hope you will work with us to make
this offer a reality. 






Very truly yours,                                 


 
Scott T. Ford                                    


___________________________________________________________________________________ 


     Merrill
Lynch & Co. and Stephens Inc. are financial advisors to ALLTEL. Skadden, Arps, Slate,
Meagher & Flom LLP is legal advisor to ALLTEL. 





     ALLTEL
will hold a conference call at 7:30 a.m. CDT on Wednesday, August 15, 2001, to discuss
the proposal. Interested parties can access the call by dialing 877-493-2983 five minutes
prior to the start time. A replay of the call will be available beginning at 10:30 a.m.
CDT on August 15, and ending at 11:00 p.m. CDT on August 17. The replay can be accessed
by calling 800-642-1687, passcode 1608917. 




     The
conference call will also be streamed live over the company's Web site at www.alltel.com/investors-index.html.  A replay of the
call will be available two hours following the Web cast. 




     ALLTEL,
with more than 10 million communications customers and more than $7 billion in annual
revenues, is a leader in the communications and information services industries. ALLTEL
has communications customers in 24 states and provides information services to
telecommunications, financial and mortgage clients in 55 countries and territories. 




     Subject
to future developments, ALLTEL may file with the Securities and Exchange Commission (the
"Commission") a registration statement containing a prospectus and other documents
concerning a transaction at a date or dates subsequent hereto. Investors and security
holders are urged to read any such documents that may be filed by ALLTEL with the
Commission regarding a potential transaction if and when they become available. Any such
prospectus or other documents filed in connection with a proposed transaction would
contain important information. Investors and security holders would be able to obtain a
free copy of such documents, when they become available, at the Commission's web site www.sec.gov. Any
such documents could also be obtained for free from ALLTEL, One Allied Drive, Little
Rock, AR 72202, Attention: Vice President - Investor Relations. The materials set forth
herein are not intended to constitute an offer to purchase any securities of CenturyTel,
nor an offer to sell any securities of ALLTEL that might be issued in a potential
business combination transaction involving ALLTEL and CenturyTel, within the meaning of
the Securities Act of 1933, as amended, and ALLTEL disclaims that it has made any such
offer. 






Caution Concerning Forward-Looking Statements


     This
press release contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that could cause our actual results to
be materially different from historical results or from any future results expressed or
implied by such forward-looking statements. The factors that could cause actual results
of ALLTEL or a combined ALLTEL and CenturyTel to differ materially, many of which are
beyond the control of ALLTEL include, but are not limited to, the following: (1) the
businesses of ALLTEL and CenturyTel may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; (2) expected
benefits and synergies from the combination may not be realized within the expected time
frame or at all; (3) revenues following the transaction may be lower than expected; (4)
operating costs, customer loss and business disruption including, without limitation,
difficulties in maintaining relationships with employees, customers or suppliers, may be
greater than expected following the transaction; (5) generating the incremental growth in
the customer base of the combined company may be more costly or difficult than expected;
(6) the regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (7) the effects of legislative and
regulatory changes; (8) the introduction of new technologies and competitors; (9) changes
in labor, equipment and capital costs; (10) future acquisitions, strategic partnerships
and divestitures; (11) general business and economic conditions; and (12) other risks
described from time to time in ALLTEL's and CenturyTel's periodic reports filed with the
Securities and Exchange Commission. You are urged to consider statements that include the
words "may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues" or the negative or
other forms of those words or other comparable words to be uncertain and forward-looking.
This cautionary statement applies to all forward-looking statements in this press release. 




- end -







ALLTEL, NYSE: AT 


www.alltel.com